Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2022, the Talent, Culture and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Equinix, Inc. ("Equinix") approved the Equinix 2022 Annual Incentive Plan (the "2022 Plan") for eligible employees of Equinix, including executive officers.

Under the 2022 Plan, an annual target bonus amount is assigned to each executive officer. The annual target bonus amounts under the 2022 Plan will be a percentage of each executive's base salary, ranging from 90% to 150% depending on the executive's position, and to the extent earned will be payable in fully vested restricted stock units ("RSUs") under Equinix's 2020 Equity Incentive Plan. This payment in fully vested RSUs for 2022 allows Equinix to retain more cash in the business to fund our investments and also aligns the executives' incentives with our shareholders' interests. For executive officers, awards are capped at the maximum payout (132% of annual target bonus), with no greater payout for individual over-performance.

The actual annual bonus is determined on the basis of Equinix's performance against revenue (weighted at 50%) and adjusted funds from operations per share of common stock outstanding ("AFFO/Share") (weighted at 50%) goals, based on the Board-approved operating plan, adjusted from time to time throughout the plan year (the "Goals"). In addition, Equinix has included a strategic modifier (the "Strategic Modifier") in the 2022 Plan for leaders at the VP level and above, including executive officers. Such Strategic Modifier is based on (1) revenue and/or achievement of key objectives in the Company's digital services business and (2) progress towards ESG objectives across the areas of climate targets, energy efficiency, electric vehicles and increasing racial and gender diversity in our workforce. Equinix believes the new Strategic Modifier will support and align executive compensation with key Equinix priorities.

Performance may be adjusted for the impact of one-time events affecting the operating plan, including but not limited to expansion projects or acquisitions not contemplated in the approved operating plan, and for the impact of fluctuations in foreign currencies against the foreign currency rates applied in the operating plan. 100% of the 2022 Plan will be funded if the Goals are met. For every 1% below the Goal for revenue, the revenue portion of the bonus pool shall be reduced by 20%. For every 1% below the Goal for AFFO/Share, the AFFO/Share portion of the bonus pool shall be reduced by 20%, and for every 1% above the Goal for AFFO/Share, the AFFO/Share portion of the bonus pool shall be increased by 13.33% up to a maximum of 3% above Goal. No bonuses will be paid if revenue and AFFO/Share are 95% or less of the Goals. To the extent the Goals are met, the Strategic Modifier will influence the final payout, either upwards or downwards by 10%.

In addition, at its discretion, the Compensation Committee may reduce or eliminate the actual award that otherwise would be payable.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses